Terms and Conditions
These are the terms of service
- When you use our website, DesignSignoff.com, to place an order with us, these Terms and Conditions of Business ("Terms") will constitute a legally binding agreement between you and us. Please therefore read the following sections very carefully.
- Please note that we have the right to modify these Terms from time to time without notice and, thus, you should review them periodically.
- Any new features that augment or enhance the Service (as hereinafter defined), including the release of new tools and resources, shall be subject to these Terms and any continued use of the Service after any such changes shall constitute your consent to such changes.
- These Terms (together with any Special Conditions) constitutes the entire agreement between you and us in regard to the Service and to its use, superseding any prior agreements between you and us including, but not Ltd to, any prior versions of the Terms.
- If you have any enquiries, comments or concerns regarding these Terms or any other part of the DesignSignoff.com website or if you have experienced technical problems while using the Service, please send an email to support at DesignSignoff.com.
- "We", "us", "our" means D3R Ltd is a company registered in England and Wales with company number 5746888 and VAT Number GB903802450.
- "You", "Your" means the legal person whose name is submitted with the Order.
- "Account" means your account with us.
- "Content" means the materials uploaded by you to the Service.
- "Contract" means the legally binding contract constituted by the Order for Service and Order Confirmation (incorporating any Special Conditions).
- "Faulty" means containing a fault or defect; imperfect or defective.
- "Order" means the buyer's order for services where this is created:
- on successful submission of the completed form on the sign up page; or
- on successful submission of the completed form on the change plan page.
- "Order Confirmation" means our Confirmation in Writing accepting an Order.
- "Price" means the price payable by you to us in respect of the Service in force at the date and time of the Order, subject to any promotional offer or discount then applicable.
- "Person" means any person, firm or company.
- "Service" means the service or services which we are to provide to you under these Terms.
- "Special Conditions" any conditions in relation to orders set out and designated as such in the Order Confirmation.
- "Technical Support" means the ongoing support and assistance provided by us to you in regard to your use of the Service.
- "VAT" means United Kingdom value added tax in force from time to time
- "Writing" includes email clearly bearing the names of the sender and the recipient and writing on the screen of a visual display unit or other similar device.
Basis of Sale
- These Terms and any Special Conditions will govern the Contract to the exclusion of any other terms, including any terms and conditions which you may seek to apply under any purchase order, confirmation of order or other document.
- Any variation of these Terms and the Special Conditions will only bind us if agreed in Writing between you or your authorised representatives and us.
- Our employees are not authorised to make any representations concerning the Service unless confirmed by us in Writing. In entering into the Contract and in accepting delivery of the Service, you acknowledge that you do not rely on representations concerning the Service which are not confirmed in this way.
- Your use of the Service shall be at your own risk and you acknowledge that the Service will be provided on an 'as is' and 'as available' basis.
Orders and Specifications
- The Service is offered for sale subject to our acceptance of the Order. We reserve the right to reject any Order without the obligation to give any reason for so doing. No Order shall be deemed accepted by us unless and until it is confirmed unconditionally by us in the Order Confirmation.
- We have a policy of continuous product development and reserve the right to amend the specifications of the Service or any part of it without prior notice and the Service supplied may therefore differ as a consequence of any such amendment.
- If you are an individual you must be 16 years or older to use the Service.
- You must provide your full legal name, a valid email address, and any other information requested in order to complete the signup process.
- If you are an individual your login may only be used by you and your login may not be shared by multiple people. You may, however, create separate Accounts for as many people as you'd like. If you are a business entity (whether incorporated or not) your login may only be used by your nominated representative, but you may, however, create as many separate Accounts for use within your business as you would like.
- You are responsible for maintaining the security of your Account and password. We will not be liable for any loss or damage of whatsoever kind arising from your failure to comply with this security obligation.
- If you are using a free Account you are not permitted to block any advertisements that may be displayed on the Service.
- No one person or a single legal entity may maintain more than one free Account at any time.
Payment, refunds, upgrading and downgrading
- Users of Accounts for which payment is required must provide details of a valid credit or debit card.
- An upgrade from a free Account to any Account requiring payment will end your free trial. You will be billed for your first month immediately upon upgrading.
- The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an operational Account.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties that may be due, excluding VAT.
- We will add VAT at the then applicable rate to all fees payable by Account holders whose credit or debit card address is located within the European Union. No VAT will be added to fees payable by Account holders whose credit or debit card address is located outside the European Union.
- For any upgrade or downgrade in the level of Service provided, your credit or debit card will automatically be charged the new rate on your next billing month.
- Downgrading your Service may cause the loss of Content, features, or capacity of your Account. We will not accept any liability of whatsoever kind in respect of such loss.
- In the event that you do not login to your free Account during any continuous period of 90 days we reserve the right to permanently close your Account and delete all Content from the Account.
Our rights, responsibilities and limitation of liabilities
- Modification to the Service and Prices:
- We reserve the right at any time and from time to time to modify or discontinue (whether temporarily or permanently) the Service or any part of it either with or without notice.
- Prices in respect of the Service (or any part of it), including but not Ltd to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the DesignSignoff.com website or the Service itself.
- We shall not be liable to you or to any third party (including any person, firm or company for whom you have opened an Account) for any modification, suspension or discontinuance of the Service or price change.
- Intellectual Property rights:
- The DesignSignoff.com website is owned and operated by us. Our content includes text, graphics, logos, audio clips, trade marks, software and anything else hosted on this website that is not legitimately added or uploaded to the website by website users. All rights to our content, and services are reserved. Any modification made to our content of this website by a third party is an infringement of our copyright. Additionally, the website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
- Nothing contained on the website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the website or any information displayed on the website, through the use of framing or otherwise, except as expressly permitted by these Terms or with the prior written permission either of us or of any third party that may own the trademark or copyright of information displayed on the website.
- The design look and feel of the Service is copyright ©2011 D3R Ltd. All rights to it are reserved to us. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without our express written permission.
- All Content added to the website by you or on your behalf shall be your sole responsibility, but without prejudice to any rights of ours in these Terms to limit, control or cause removal of Content (or any part of it) from the website.
- Right to remove Content and/or closure of Account
- While we do not pre-screen Content uploaded to the Service, we reserve the right (but not the obligation) and without any liability of whatsoever kind to you to remove any Content from the site and to close your Account at our sole discretion. In particular (but without limitation) Content that we determine in our sole discretion is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms will be removed immediately and without notice.
- We reserve the right to close your Account immediately and without notice in the case of Content containing verbal abuse, threats of physical abuse or retribution in regard to any third party including any others of our account holders, employees or contractors.
- If the bandwidth usage of your Account significantly exceeds the average bandwidth usage (as determined solely by us) of our other Service customers, we reserve the right to immediately disable your Account or throttle your file hosting until you can reduce your bandwidth consumption.
- Limits of our obligations and liability
- We do not warrant that the Service will meet your specific requirements, or that the Service will be uninterrupted, timely, secure, or error-free, or that the results that may be obtained from the use of the Service will be accurate or reliable, or that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
- We will not be liable in any way for loss, damage, costs or expenses (including loss of profit) arising directly or indirectly from any failure or delay in performing any obligation under this Contract by reason of any event or circumstance outside our reasonable control, including (but not Ltd to), any strikes, industrial action, failure of power supplies or equipment, government action or Act of God.
- Neither our liability nor that of our agents, employees, subcontractors and suppliers with respect to any and all claims arising out of the performance or non-performance of our obligations in connection with the use of the information provided under the Contract, or the rendition of the Services hereunder, whether based on warranty, contract, negligence, strict liability or otherwise, shall exceed, in the aggregate, the total fees paid by you in the immediately preceding twelve months (excluding taxes and freight) for the Service. You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not Ltd to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from the use or the inability to use the Service, or the cost of procurement of substitute services resulting from any data, information or services purchased or obtained or messages received or transactions entered into through or from the Service, or unauthorised access to or alteration of your transmissions or data, or statements or conduct of any third party on the Service or any other matter relating to the Service.
- The limitations of liability in these Terms shall prevail over any conflicting or inconsistent provision contained in any of the documents comprising this Contract. It is up to you to take precautions to ensure that whatever computer equipment and/or software selected for use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature. In no event will we be liable to you or to any other party (whether or not associated with you) for any for any loss or liability of whatsoever nature in regard thereto.
Your rights, responsibilities and liabilities
- All Content uploaded by you or by any Account holder associated with you shall belong to you or to them, as the case may be, and you understand and agree that we cannot be held responsible for any Content posted on the Service. You agree to use the Service at your own risk and you accept that you may be exposed to the Content of a third party that breaches these Terms. You expressly agree that you will be liable to us under these Terms in respect of all Content posted and activity which occurs under your Account (including when Content is posted by others who hold Accounts under your Account).
- You may not use the Service for any illegal or unauthorised purpose. You must not, in the use of the Service, violate any laws in either our or your legal jurisdiction (including but not Ltd to copyright laws).
- By providing access details to any third party, you agree to allow such third parties the right to view your Content.
- You understand and acknowledge that we use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate the Service.
- You must not modify, adapt or hack the Service or modify any other website so as to falsely imply that it is associated with the Service, with us or any other service provided by us.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without our express permission in Writing.
- You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve transmissions over various networks, or changes to conform and adapt to technical requirements of connecting networks or devices.
- You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
- You must not transmit any worms or viruses or any code of a destructive nature.
- You will keep us fully and effectively indemnified in respect of all direct or indirect consequences of any breach by you or by any Account holder under your Account of any of these Terms and of all liabilities, costs (including legal costs on a full indemnity basis), claims and damages of whatsoever nature arising therefrom.
Cancellation and termination
- You are solely responsible for properly cancelling your Account. An email or phone request to cancel your Account will not be sufficient to cancel your Account, which can only be done via the Service.
- All of your Content will be immediately deleted from the Service upon cancellation and cannot be retrieved or recovered once your Account is cancelled.
- If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
- Where we have exercised our right under these Terms to suspend or terminate your Account and refuse any and all current or future use of the Service, such termination will result in the deactivation or deletion of your Account or your access to your Account, and the loss of any right of access to any Content in your Account.
- Technical support services are only provided by us to the holders of a paying Account via email or via a designated support request page.
Use of the Service API
- We may, at our sole discretion, provide you with access to Content and the Service via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses the Service, is bound by these Terms plus the following specific additional terms:
- You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not Ltd to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
- Abuse or excessively frequent requests to the Service via the API may result in the temporary or permanent suspension of access by your Account to the API. We, in our sole discretion, shall determine what constitutes abuse or excessive usage of the API. We will make a reasonable attempt via email to warn you or any other Account holder under your Account prior to suspension but shall not other responsibility or liability to you (or such other Account holder) in this regard.
- We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
- Any notice given or made under the Contract must be in Writing (other than writing on the screen of a visual display unit or other similar device, which shall not be treated as writing for the purposes of this Condition).
- A notice served on us must be addressed to support at DesignSignoff.com and on you at the address stated on the Order, and if so addressed, will be deemed to have been duly given or made as follows:
- We and you may notify each other of a change in their name, relevant addressee and address for the purpose of this Condition and this notification will only be effective on:
- the date specified as the date on which the change is to take place; or
- if no date is specified or the date specified is less than five clear business days after the date on which notice is given, the date falling five clear business days after notice of any change has been given.
- This Condition will not apply in relation to the formal service of any court documentation or other document arising in connection with any disputes under the Contract.
- Governing law and jurisdiction
- The Contract shall be governed by and construed in accordance with English law.
- The parties irrevocably agree that the courts of England are to have non-exclusive jurisdiction to settle any disputes which may arise in connection with the Contract.
If we do not exercise a right or power when we are able to do so this will not prevent us exercising that right or power. When we do exercise a right or power we may do so again in the same or a different manner.
- Statutory Rights
Your rights and remedies under the Contract are additional to and not in derogation of, any other rights and remedies you may have at law.
If any term or provision in the Contract is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from the Contract in its entirety, and the remainder of the Contract shall survive with the said offending provision eliminated.
- Website Availability
Because public networks, such as the Internet, occasionally experience disruptions, we cannot guarantee that our site will be available 100% of the time. Although we strive to provide the most reliable website possible, interruptions and delays in accessing the website are unavoidable and we disclaim any liability for damages resulting from such problems.
- Typographical Errors
Information on our website may contain technical inaccuracies or typographical errors. We attempt to make our descriptions as accurate as possible, but do not warrant that the content of our website is accurate, complete, reliable, current or error-free.
To the extent necessary for the purpose of the Service, we grant to you a personal, non-exclusive, and non-transferable right to access and use our content on the www.getsingoff.com website. All use must be in accordance with the D3R Policies.
- Off-Site Links
A link to a non-D3R website does not mean that we endorse or accept any responsibility for the content or the use of such website. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.
All Terms and section headings are for convenience of reference only and shall not affect the interpretation of the Contract.
- User Registration, eligibility and account activity
In registering for an Account, you (being an individual) acknowledge and represent that you are an individual of at least 16 years of age who can form legally binding contracts under applicable law. You agree to keep your Account name and any password confidential. You further undertake that the information supplied to our website is accurate. Falsifying or omitting contact information such as a member's name, address, and/or telephone number when registering with us is not permitted and neither are you permitted to use fax or disconnected numbers as a telephone number. When using our website you must obey all applicable international, federal, state, and local laws.